How To Register Limited Company In Kenya

How To Register Limited Company In Kenya

When starting a business in Kenya, one of the key legal obligation to operating your business is to have it registered in Sheria House. There are some requirements that any entrepreneur planning to register their business under the Company Act. If you are an entrepreneur who is looking to register a limited company, you will need to follow the below steps;

Step 1: Company Name Search

Entrepreneur should propose names (preferably three) that must be reserved pending registration. (Tip: In order to have a high success rate and save money at the same time while searching for your business name, make sure your name is not general. For example; try using more than one letter word, like Fenesi Continental Ltd. or Fenesi Solutions Ltd. rather than Fenesi Ltd.)

Your legal name must end with an Ltd designator, such as “Limited Liability Company”, “Ltd”. Also, the name can not be the same as another Limited Company on file in the company registry in which you are filing or registering.

What You Will Need For Company Name Search

Step 2: Memorandum & Article of Association

At this stage of the registration process, the company name search results should be ready before proceeding further. Memorandum & Article of Association can be obtained through our company registration service provider. Dealpoa will be able to assist you through this process and will request some information needed to prepare the Memorandum & Article of Association.

Requirements For Memorandum & Article of Association

  • Purpose of the company that the entrepreneur wants to form. Have to be very specific not general. Describe everything you want to do. (For example; If you want to do fish farming, then you need to describe if you will be buying or selling them, rather than just stating “Agriculture”, that will be too general)
  • Names of fellow entrepreneurs (Directors) who would like to form the company, at least two. Give their occupation and postal address. (Preferably full-names as indicated on their ID or Passport)
  • Registered Office of the Company. Please get the Land Reference Number (Plot No.) of the Building and Street Name, Road, Town
  • Amount of Nominal Share Capital and Division of Shares thereof. % of share holding. (For example if there are two entrepreneurs starting a business, they will need to decide on the ownership structure with share allocation like 60%-40% or 70%-30% or 90%-10%. Minimum share value is Kshs. 100,000

Once you have provided the above information, the directors will now be required to sign the complete Memorandum & Article of Association. (Usually page 9 & 16).

There will be 3 copies of the Memorandum & Article of Association that you will be required to sign. First copy will remain at the company registry, Second copy will be used to open a bank account and you will remain with the Third copy.

You will also be required to fill and sign the following forms before returning back the Memorandum & Article of Association;

  • Form No. 208 – Declaration of Compliance with the requirements of the Companies act on application for registration of a company
  • Form No. 201 – Notice of situation of registered office or of any change therein (Section 108)
  • The Stamp Duty Act (Cap 480) – Statement of Nominal Capital

If you are upgrading from sole proprietor to limited company, you will be required to fill and sign BN/6 (Notice of Cessation of Business)

See Also: How To Register A Sole Proprietor Company In Kenya

Step 3: What’s Next!

Well, now you will need to just wait for the Memorandum & Article of Association to be taken to KRA for Stamp Duty and Company Registry for registration process takes place. This should take approximately 2 weeks. Also note that the cost for this process usually start from Ksh. 20,000 ($235 – using exchange rate of $1 = Ksh. 85)

So now you know the process of registering a limited company in Kenya.

Do you have a business idea and want to start it off, well you can have it registered as limited company today!

Limited Company Order Form

Here Is To Your Success In Registering Your Limited Company!

About Enock Kiprono

Enock Kiprono is the founder of Fenesi.com & Dealpoa.com. He loves to connect with entrepreneurs that are success driven, passionate, action-taking whose goal is to make a difference in the business world!
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  • http://emmanuelchenze.com Emmanuel Chenze

    Good tips. Very helpful for anyone wanting to start a company.

    • http://www.enockkiprono.com Enock Kiprono

      Thanks Emmanuel. Here at Fenesi, We believe that “Empowerment Equals Prosperity”

  • martin Mwashigadi

    I want to start an entertainment company here in Nairobi.How much do you think it will cost me in total to have the registration set up?

    • http://www.enockkiprono.com Enock Kiprono

      Hello Martin, Kindly check your email for response.

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  • emouse

    I intend to register an IT Firm that offers training and other services outside the training section, can you please give me some procedures on how to go about it? idnukayn1@gmail.com

    • fenesi

      We have sent you an email. please check both your inbox and spam folder and reply so we can assist you further.

  • May-re

    How to i reduce the paid up share capital of a company without obtaining a court order. Remembder its the paid up capital not the nominal share capital….

  • kennedy

    hello,i would like to register a ltd distribution company,whats the cost of registration and permit and is it a must an etr machine immediately i open the business,then whats the difference btwn etr and point on sales(pos) machine and which one is a must have in a distribution co.kindly respond via my email okelo_k@yahoo.com

    • http://www.fenesi.com Fenesi.com

      Hello Kennedy, did you receive an email from our Team?

  • Bikundo Douglas Orang’o

    hello i would like to register a building construction company, please advise me on procedures to follow and total costs involved as well as the issue of secretary of the company, Is she a different person from the directors? Also explain in detail the point on nominal share value, and where its reserved.

    • http://www.fenesi.com Fenesi.com

      what’s your email address?

      • Bikundo Douglas Orang’o
        • http://www.fenesi.com Fenesi.com

          Did you receive an email from our Team?

  • wycliffe ombati

    hello? we want to register a building and construction company, is it a must to have the knowledge in construction?

    • http://www.fenesi.com Fenesi.com

      Please send us your email address so we can send you the details.

  • oscar

    hi, i want to form a couple of holding companies. Any advice you give will be highly appreciated

    • http://www.fenesi.com Fenesi.com

      What’s your email address?

  • ashley

    Please send me the requirements for registering a company, and also the
    difference between sole proprietorship,Partnership & limited company, the cost
    of registration on both cases and why one would be more appropriate than the
    other;;;;ashleyruguru@gmail.com

  • Evans Gichana Utubusara

    2o people in a group contributing the same amount of shares monthly wants to open a company limited who among the will be the directors of the company and what criteria will be use to appoint them?

  • Evans Gichana Utubusara

    my email address evansutu@gmail.com

    • http://www.fenesi.com Fenesi.com

      Did you want to register a limited company?

  • Geoffrey Njuguna

    we are 21 member registered in welfare self help group we would like to register a limited company,what are the procedure and criteria of nominal share and appointing directors

    • http://www.fenesi.com Fenesi.com

      Hello Geoffrey, please give us your email address so we can send you all the information you need. Or you can send us an email to info@fenesi.com and we will get in touch with you.

  • Wilson Ekiru

    Hi Enock,

    I already have a business name registered. So if I convert to a company do I still need to do name search again? Will that same name be registered as [“xxxxxxx xxxx ltd Co.”]

    • http://www.fenesi.com Fenesi.com

      Hello Wilson, If you already have an existing register business, either “sole proprietorship” or “partnership”, then you won’t need to perform any other name search. All you need to do is upgrade that business into a Limited Company. Here is a useful link – http://www.dealpoa.com/upgrade-sole-proprietor-limited-company/

  • Oscar

    Hello i would like to register a building construction company, please
    advise me on procedures to follow and total costs involved as well as
    the issue of secretary of the company, Is she a different person from
    the directors?

    • http://www.fenesi.com Fenesi.com

      Hello Oscar, Please send us your email so we can give you more information regarding your inquiry.

  • Victor Matakaya Shilisia

    I am Victor, i am in the process of registering a general construction ltd, I am done with step 1, name search, Kindly assist me to continue, especially about the requirements in terms of the cost and the articles, my mail is matakayav@gmail.com

    • http://www.fenesi.com Fenesi.com

      Please check your email Victor, our Support Team has sent you the requirements. Please check both your inbox or spam folder.

  • kevirush

    interest in starting a company. Would like help in carrying end to end process. Can you assist?

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